13055--7/14/2010--LEFT_BEHIND_GAMES

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{product, market, service}

{stock, price, share}

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{control, financial, internal}

{stock, price, operating}

{property, intellectual, protect}

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{customer, product, revenue}

{personnel, key, retain}

{condition, economic, financial}

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Our independent registered public accounting firm has issued a going concern opinion. Need for substantial additional funds. A prolonged recession could materially adversely affect our operation. It is difficult to assess the likelihood of success for an early stage company without a long operating history like ours. There is no assurance that we will enjoy successful business development. We expect the average price of current generation software titles to continue to decline. Our revenues will be partially dependent on the popularity of the Left Behind series of novels, the Charlie Church Mouse television series and public perception of our brands. If popularity declines, it may have a material adverse effect on our revenues and operating results. We identified a material weakness in internal control over financial reporting during fiscal years 2010 and 2009. If we fail to maintain an effective system of internal controls, we may not be able to report our financial results accurately, which may cause investors to lose confidence in our reported financial information and have an adverse effect on the price of our common stock. Governmental regulations could adversely affect the video game industry, including the distribution of interactive products over the Internet. If we do not respond to rapid technological change, our products may become obsolete. We may not be able to achieve our distribution plans. Our products may have short life cycles and may become quickly obsolete. If we are unable to maintain our license to Left Behind Games or other intellectual property, our operating results will be adversely impacted. The video game industry is very competitive, and we may not be able to compete successfully with larger, more established video game publishers. Our ability to develop and market our Left Behind branded video game products depends entirely upon our license from the publisher of the Left Behind Games Platform manufacturers are primary competitors and have approval rights and are expected to control the manufacturing of our video game products. The success of our company depends on the continuing contributions of our key personnel. RISKS RELATING TO AN INVESTMENT IN OUR SECURITIES Holders of shares of our common stock have a greater risk than holders of our preferred stock because shares of preferred stock have liquidation preferences over shares of our common stock. The application of the penny stock rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares. Our common shares are thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares. The market price for our common shares is particularly volatile given our status as a relatively unknown company with a small and thinly-traded public float, limited operating history and lack of revenue which could lead to wide fluctuations in our share price. The price at which you purchase our common shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you. Volatility in our common share price may subject us to securities litigation. Our officers and directors beneficially own or control the majority of voting shares as of July 13, 2010, which may limit your ability or that of other shareholders, whether acting individually or together, to propose or direct the management or overall direction of our company. Our issuance of additional common shares in exchange for services or to repay debt, would dilute your proportionate ownership and voting rights and could have a negative impact on the market price of our common stock. The elimination of monetary liability against our directors, officers and employees under our certificate of incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

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13055--7/14/2010--LEFT_BEHIND_GAMES_INC.